Pearson : Holdings in Company

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are PEARSON PLC attachedii:

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii

3. Details of person subject to the notification obligationiv

Name

City and country of registered office (if applicable)

4. Full name of shareholder(s) (if different from 3.)v

NameCity and country of registered office (if applicable)

5. Date on which the threshold was crossed or reachedvi:

Goldman Sachs International

6. Date on which issuer notified (DD/MM/YYYY):

7. Total positions of person(s) subject to the notification obligation

Resulting situation on the date on which threshold was crossed or reached

Position of previous notification (if applicable)

% of voting rights at-tached to shares

(total of 8. A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

0.64%

7.001%

0.78%Total of both in %

(8.A + 8.B)

6.997%Total number of voting rights of issuervii

781,412,694

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

1

A: Voting rights attached to shares
Class/type of shares ISIN code (if possible)	Number of voting rightsix		% of voting rights
	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)	Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
GB0006776081	4,688,227	0.60%
US7050151056	285,372	0.04%
SUBTOTAL 8. A	4,973,599		0.64%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Open 18/04/2019

Securities Lending

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Refer to Annex-ure

Expiration datex

Expiration datexExercise/ Conversion Period xi

Number of voting rights

that may be acquired if the instrument is exercised/converted.

9,459,221 1,750,000

11,209,221

Physical or cash settlementxii

1.21% 0.22%

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X")
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)	X

Namexv	% of voting rights if it equals or is higher than the notifiable threshold	% of voting rights through financial instruments if it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
The Goldman Sachs Group, Inc.
Goldman Sachs (UK) L.L.C.
Goldman Sachs Group UK Limited
Goldman Sachs International	5.82%	5.96%
The Goldman Sachs Group, Inc.
Goldman Sachs & Co. LLC
The Goldman Sachs Group, Inc.
GSAM Holdings LLC
Goldman Sachs Asset Management, L.P.
Goldman Sachs Asset Management Interna-tional Holdings L.L.C.
Goldman Sachs Asset Management Co., Ltd.
The Goldman Sachs Group, Inc.
GSAM Holdings LLC
Goldman Sachs Asset Management, L.P.

10. In case of proxy voting, please identify:
Name of the proxy holder	N/A
The number and % of voting rights held	N/A
The date until which the voting rights will be held	N/A

11. Additional informationxvi

Please note, total amount of voting rights have been rounded to 2 decimal places therefore there is a possibility of a rounding error.

General email contact:[e-mail]

Place of completion	London
Date of completion	22/03/2019

Natalie White

Deputy Company Secretary

Pearson plc

25 March 2019

Annexure
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))
Type of financial instrument	Expiration datex	Exercise/Conversion periodxi	Physical or cash settlementxii	Number of voting rights	% of voting rights
CFD	15/09/2028	Cash	3,110,666	0.40%
CFD	10/12/2025	Cash	3,000,148	0.38%
CFD	20/10/2027	Cash	1,846,611	0.24%
CFD	23/09/2020	Cash	1,834,093	0.23%
CFD	23/02/2024	Cash	1,800,000	0.23%
CFD	04/12/2023	Cash	1,561,912	0.20%
CFD	21/02/2024	Cash	1,300,000	0.17%
CFD	19/03/2029	Cash	1,293,017	0.17%
CFD	07/02/2024	Cash	1,240,000	0.16%
CFD	21/02/2024	Cash	1,100,000	0.14%
Swap	28/07/2021	Cash	1,050,699	0.13%
CFD	14/02/2024	Cash	970,000	0.12%
CFD	17/07/2020	Cash	933,031	0.12%
CFD	12/02/2024	Cash	865,494	0.11%
CFD	26/01/2024	Cash	865,000	0.11%
CFD	26/02/2024	Cash	860,000	0.11%
CFD	22/02/2024	Cash	800,000	0.10%
Swap	28/07/2021	Cash	757,148	0.10%
CFD	29/01/2024	Cash	663,999	0.08%
CFD	07/03/2029	Cash	559,432	0.07%
CFD	31/01/2029	Cash	445,560	0.06%